OrbiMed Capital GP VIII Form 3/A Initial statement of insider ownership (amended)

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

ORBIMED ADVISORS LLC

(Last) (First) (Middle)

601 LEXINGTON AVENUE, 54TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2024

3. Issuer Name and Ticker or Trading Symbol
Traws Pharma, Inc. [ TRAW ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
See Remarks

5. If Amendment, Date of Original Filed (Month/Day/Year)
04/03/2024

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,045,261(1)(2)	I	By OrbiMed Private Investments VIII, LP(3)(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series C Preferred Stock	(5)	(5)	Common Stock	30,916,483(6)	(5)	I	By OrbiMed Private Investments VIII, LP(3)(4)

1. Name and Address of Reporting Person^*

ORBIMED ADVISORS LLC

(Last) (First) (Middle)

601 LEXINGTON AVENUE, 54TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

OrbiMed Capital GP VIII LLC

(Last) (First) (Middle)

601 LEXINGTON AVENUE, 54TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. Consists of (i) 885,532 shares of common stock of the Company, par value $0.01 per share ("Common Stock") received in exchange for shares of common stock of Trawsfynydd Therapeutics, Inc. ("Trawsfynydd") in connection with the acquisition (the "Merger") by Traws Pharma, Inc. (f/k/a Onconova Therapeutics, Inc., the "Company") of Trawsfynydd in accordance with the terms of an Agreement and Plan of Merger, dated April 1, 2024 (the "Merger Agreement"), by and among the Company, Traws Merger Sub I, Inc., Traws Merger Sub II, LLC and Trawsfynydd, pursuant to which, upon consummation of the Merger, all of the outstanding shares Trawsfynydd common stock were converted into shares of Common Stock on a 1:20.1291 basis pursuant to the terms of the Merger Agreement, and (ii) 159,729 shares of Common Stock received under a Securities Purchase Agreement dated April 1, 2024 (the "Securities Purchase Agreement"), by an among the Company, OrbiMed Private Investments VIII, LP ("OPI VIII") and TPAV, LLC.

2. The number of securities beneficially owned in the reporting persons' Form 3 filed on April 3, 2024 inadvertently did not include the 159,729 shares of Common Stock received pursuant to the Securities Purchase Agreement.

3. These shares are held of record by OPI VIII. OrbiMed Capital GP VIII LLC ("GP VIII"), is the general partner of OPI VIII. OrbiMed Advisors LLC ("OrbiMed Advisors"), is the managing member of GP VIII. By virtue of such relationships, OrbiMed Advisors and GP VIII may be deemed to have voting power and investment power over the securities held by OPI VIII and, as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the securities held by OPI VIII.

4. Each of OrbiMed Advisors and GP VIII disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any such person or entity, including any of the reporting persons, is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

5. Following stockholder approval of the conversion of the Series C Preferred Stock into shares of Common Stock, each share of Series C Preferred Stock will automatically convert into 10,000 shares of Common Stock, subject to certain limitations.

6. The amount or number of shares underlying the derivative security in the reporting persons' Form 3 filed on April 3, 2024 inadvertently did not include 5,072,820 shares underlying the Series C Preferred Stock received pursuant to the Securities Purchase Agreement.

Remarks:

Upon stockholder approval of the conversion of the Series C Preferred Stock into shares of common stock of the issuer as described herein, the reporting persons will be considered a "10% Owner" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Until stockholder approval is obtained, the reporting persons disclaim beneficial ownership of the Series C Preferred Stock for purposes of Rule 16a-2 of the Exchange Act.

	/s/ ORBIMED ADVISORS LLC, By: Douglas Coon, Chief Compliance Officer	04/12/2024
	/s/ ORBIMED CAPITAL GP VIII LLC, By: Douglas Coon, Chief Compliance Officer	04/12/2024
	** Signature of Reporting Person	Date
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